Euronext - 2020 Universal Registration Document

Financial Statements

Notes to the Consolidated Financial Statements

8.6 Notes to the Consolidated Financial Statements

NOTE 1

GENERAL INFORMATION

The Group also operates Interbolsa S.A., Verdipapirsentralen ASA (“VPS”) andVP Securities AS (respectively the Portuguese, Norwegian and Danish national Central Securities Depositories [“CSD”]), owns Euronext FX Inc., a US-based Electronic Communication Network in the spot foreign exchange market and has a majority stake in Nord Pool, a leading power market in Europe offering intraday and day- ahead trading in the physical energy markets. The Group’s in-house IT function supports its exchange operations. In addition, the Group provides software licenses as well as IT development, operation and maintenance services to third-party exchanges. These Consolidated Financial Statements were authorised for issuance by Euronext N.V.’s Supervisory Board on 30 March 2021 and will be submitted for adoption by the Annual General Meeting (AGM) of Shareholders on 11 May 2021. The transaction is subject to a broad range of conditions of which several major conditions were already satisfied. The transaction is still subject to regulatory approvals in several jurisdictions. The completion of the transaction is expected in the first half of 2021. The acquisition costs related to this transaction that were incurred during the year ended 31 December 2020, amounted to €8.2 million and were included in exceptional items (see Note 12). For more details on the acquisition, reference is made to Note 40 “Events after the reporting period”. Acquisition of Nord Pool Holding AS (“Nord Pool”) On 15 January 2020, Euronext completed the acquisition of 66% of the share capital and voting rights in Nord Pool, which runs a leading physical power market in Europe. The total purchase consideration of the transaction amounted to €65.4 million (see Note 5). Acquisition of VP Securities AS On 3 August 2020, the Group acquired 85.2%of the outstanding share capital in VP Securities AS, the Danish national Central Securities Depository operator, for consideration of DKK 969.5 million, or €130.2 million. This represented a controlling interest of 86.8% (including 1.6% of treasury shares) in VP Securities AS.

Euronext N.V. (“the Group” or “the Company”) is a public limited liability company incorporated and domiciled at Beursplein 5, 1012 JW Amsterdam in the Netherlands under Chamber of Commerce number 60234520 and is listed at all Continental Euronext local markets i.e. Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris. The Group operates securities and derivatives exchanges in Continental Europe, Ireland and Norway. It offers a full range of exchange- and corporate services, including security listings, cash and derivatives trading, and market data dissemination. It combines the Amsterdam, Brussels, Dublin, Lisbon, Oslo and Paris exchanges in a highly integrated, cross-border organisation.

NOTE 2

SIGNIFICANT EVENTS AND TRANSACTIONS

The financial position and performance of the Group was particularly affected by the following events and transactions that have occurred during the year: Acquisition of London Stock Exchange Group Holdings Italia S.p.A. (“Borsa Italiana Group”) On 9 October 2020, the Group announced that it had entered into a binding agreement with London Stock Exchange Group plc (“LSEG”) to acquire 100% of the issued share capital of London Stock Exchange Group Holdings Italia S.p.A. (“Borsa Italiana Group”), for a cash consideration of €4,325 million (1) . The acquisition creates the leading player in European capital markets infrastructure. It will strengthen Euronext’s leadership in European cash equities, while achieving enhanced business diversification with new capabilities in fixed income trading and increasing post trade activities with a fully-owned, multi-asset clearing house and a scale central securities depository. Initial financing of the transaction is fully secured through a bridge loan facility underwritten by a group of banks (see Note 29). Long- term financing will be implemented through a mix of (i) existing available cash, (ii) new debt and (iii) new equity to be issued, which comprises a private placement to long-term strategic investors CDP Equity S.p.A. and Intesa Sanpaolo S.p.A. and a rights offer to Euronext’s shareholders.

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(1) Plus an additional amount reflecting the cash generated to completion. Excluding cash and liquid assets (after deduction of regulatory requirements) and borrowings, representing a total net liability of €42 million as of 30 June 2020.

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2020 UNIVERSAL REGISTRATION DOCUMENT